TotalEnergies SE - Mar 31, 2025 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Signature
TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory
Stock symbol
CWEN
Transactions as of
Mar 31, 2025
Transactions value $
-$12,984,242
Form type
4
Date filed
4/2/2025, 04:30 PM
Previous filing
Feb 19, 2025
Next filing
Apr 8, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CWEN Class C Common Stock Conversion of derivative security +386K +331.45% 502K Mar 31, 2025 See footnotes F1, F2, F3
transaction CWEN Class C Common Stock Other $3.78M +124K +24.73% $30.47 626K Apr 1, 2025 See footnotes F2, F3, F4
transaction CWEN Class C Common Stock Other -$16.8M -550K -87.89% $30.47 75.8K Apr 1, 2025 See footnotes F2, F3, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CWEN Class D Units of Clearway Energy LLC Conversion of derivative security $0 -386K -0.92% $0.00 41.6M Mar 31, 2025 Class C Common Stock 386K See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to an Amended and Restated Exchange Agreement, dated as of May 14, 2015, among Clearway Energy, Inc. (the "Issuer"), Clearway Energy LLC, and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway Energy LLC are exchangeable at any time for the Issuer's shares of Class C Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class D Units for shares of Class C Common Stock pursuant to the Exchange Agreement, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.
F2 The securities reported herein are held directly by Clearway Energy Group. GIP III Zephyr Acquisition Partners, L.P. ("Zephyr") is the sole member of Clearway Energy Group. Zephyr Holdings GP, LLC ("Zephyr GP") is the general partner of Zephyr.
F3 TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr GP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization".
F4 Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group, LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
F5 Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.